TERMS OF USE

Last Updated: April 26, 2018

 

These Terms of Use (this “Agreement”) sets forth the terms and conditions that apply to your access and use of the movmi Playbook intranet manual owned and operated by movmi Shared Transportation Services Inc. (“movmi”, “we”, “our” or “us”), as well as any related services provided by movmi in connection therewith, as further described below (collectively, the “Playbook”), based on the Playbook package you have selected (the “Subscription Package”).  More information about the Playbook is available at https://movmi.net/services/playbook/.

 

BY PURCHASING THE SUBSCRIPTION PACKAGE, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT PURCHASE, ACCESS, OR USE THE PLAYBOOK.  IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE PLAYBOOK, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLAYBOOK.

 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLAYBOOK.

 

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as movmi’s Privacy Policy located at https://movmi.net/privacy-policy/ (the “Privacy Policy”), as it may be amended from time to time in the future.

 

We may update this Agreement or the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time.  The current version of this Agreement is made available on movmi’s website located at https://movmi.net/terms-and-conditions (the “Site”).  Your continued use of the Playbook will be deemed irrevocable acceptance of any such revisions.  If you are receiving this Agreement electronically, before you continue you should print or save a local copy of this Agreement and the Privacy Policy for your records.

 

Ability to Enter into this Agreement

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement.  It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you.  If you accept this Agreement, you represent that you have the capacity to be bound by it.

 

Description of the Playbook

 

The Playbook is an intranet manual focusing on the day-to-day tasks which shared mobility operators encounter.  Depending on which Subscription Package you select, the Playbook may include:

• general business management materials relating to partnership, crisis management, and/or success metrics;
• team management materials relating to community teams, fleets, and/or member services – each of which contain key objectives, task lists, tools, and key success metrics;
• bonus features such as your choice of certain flowcharts and checklists, three hours of practical question and answer sessions, or eight hours of training on the Playbook; and/or
• member journey materials.

Intellectual Property Rights

The Playbook, including all related material and services provided by or through movmi, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

 

Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, movmi grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right solely for the number of authorized users (“Authorized Users”) as specified in the Subscription Package you have selected, to access and use the Materials that we make available to you solely for your internal business purposes (the “Purpose”).  You are not permitted to download, print, copy or otherwise store any Materials for any reason other than in accordance with the Purpose.

 

If movmi, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Playbook or any of its, your or a third party system, then movmi may immediately suspend access to or use of the Playbook.  The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount.  movmi has no liability to you for suspending access or use of the Playbook under this provision.

 

You agree that any ideas, suggestions, concepts, processes or techniques which you provide to us related to the Playbook or our business (“Feedback”) are and will be movmi’s exclusive property without any compensation or other consideration payable to you by us, and you do so of your own free will and volition.  We may or may not, in our sole discretion, use or incorporate the Feedback in whatever form or derivative we may decide into the Playbook, our software, documentation, business or other products or services, or any future versions or derivatives of the foregoing.  You hereby assign all rights on a worldwide basis in perpetuity to movmi in any Feedback and, as applicable, waive any moral rights.

 

For the purposes of this Agreement and the Privacy Policy, “personal information” is any information about an identifiable individual, as defined in our Privacy Policy.

 

Your Profile Information and Account

Upon your purchase of the Subscription Package, we will create a customer account for you (your “Account”), and provide access to the Playbook (“Access”) to the Authorized Users tied to your Account, based on the number of Authorized Users specified in your Subscription Package.  You agree that movmi will provide you with one user identification reference for each Authorized User, which the Authorized User will use to create a username (using their email address) and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Playbook in accordance with this Agreement.  You agree and understand that you are responsible for ensuring the Authorized Users maintain the confidentiality of their User IDs.  Each User ID, together with any other user information each Authorized User provides, including but not limited to their name, address, and email address, will form each Authorized User’s “Profile Information” and allow them access to the Playbook.  You will ensure each Authorized User provides true, accurate, current and complete information, and does not misrepresent their Profile Information.  You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Playbook.  You agree that you will be responsible for each Authorized User’s Access and use of the Playbook, and for ensuring each Authorized User complies with the terms and conditions of this Agreement, including but not limited to the terms of the licenses granted herein.

 

Your right to access and use the Playbook is personal to you and is not transferable by you to any other person or entity.  You agree to cause the Authorized Users not to disclose their User IDs to any third party.  You are solely responsible for all activities that occur under your Authorized Users’ Access or Profile Information.  If you become aware of any unauthorized use of your Authorized Users’ Access or Profile Information, you are responsible for notifying movmi immediately.  It is your responsibility to update or change any Account or Profile Information, as appropriate.

 

movmi deems the person under whose name the request to subscribe for the Playbook is submitted, and to whom the invoice for the Subscription Fees and any Renewal Fees is addressed, to be the owner and controller of the User IDs, Profile Information and Account for all purposes under this Agreement.  If a corporate or other organization’s name is used, that corporation or organization is deemed to be the owner.

 

In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any movmi subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting playbook@movmi.net. Doing so may have a material impact on our ability to provide the Playbook to you, and we are not responsible if you do so.

 

Fees and Renewals

 

Fees for the Subscription Package you select will be billed in advance and are non-refundable.  There will be no refunds or credits for partial months of service or for periods in which your Account remains open but you do not use the Playbook.

 

We reserve the right to modify our billing rates at any time upon 30 days’ written notice by posting such fee changes to the Site or through email notification to you.

 

Term and Renewal

 

Subject to your payment of applicable annual fees for the Playbook package you select (the “Subscription Fees”) in advance, we will provide the Playbook to you for a one year term (the “Subscription Period”).

 

Within 30 days of the completion of the Subscription Period, you may choose to renew your Subscription Package for an additional one year term (a “Renewal Term”) upon payment to movmi of USD$200 or such other renewal fee amount as determined by movmi from time to time in its sole discretion (the “Renewal Fees”).  Within 30 days of completion of each Renewal Term, you may choose to renew your Subscription Package for an additional Renewal Term upon payment to movmi of the Renewal Fees.

 

Taxes

 

You take full responsibility for all taxes and fees of any nature associated with the Playbook, including any sales tax applicable to your Subscription Package under this Agreement.  When purchasing or selling services or goods under this Agreement, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.  Any tools provided in connection with the Playbook indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with the Playbook, including any sales tax applicable to your Subscription Package under this Agreement.

 

Monitoring

movmi may, but has no obligation to, monitor your access to and use of the Playbook, including without limitation monitoring where you are accessing the Playbook from, and your downloading of Materials.  You consent to such monitoring.  If our monitoring indicates that you are accessing or using the Playbook in any way that is in violation of the terms and conditions of this Agreement, movmi may, in its sole discretion, terminate this Agreement upon written notice to you.

Acceptable Use and Conduct:

You agree that you will not use the Playbook in any manner that:

• infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
• impersonates a movmi employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Playbook or a portion thereof without proper authorization;
• interferes or attempts to interfere with the proper working of the Playbook or prevents others from using the Playbook, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Playbook, or that otherwise negatively affects other persons’ ability to use the Playbook;
• uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Playbook or the content or Materials contained therein;
• facilitates the unlawful distribution of copyrighted Materials;
• licenses, sublicenses, rents or leases the Playbook to third parties, or uses the Playbook for third party training, commercial time-sharing or service bureau use;
• uses or discloses data, including personal information, about individuals without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
• requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Playbook for the purposes of automating logins to the Playbook;
• attempts to gain unauthorized access to the computer systems of movmi or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Playbook;
• copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Playbook;
• accesses the Playbook for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Playbook;
• accesses the Playbook for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
• accesses the Playbook to upload any computer code for the purposes of: (i) causing a breach or override of security to the Playbook; (ii) interfering with the proper working, functionality or performance of the Playbook; or (iii) preventing others from accessing or using the Playbook.

Disclaimer of Warranties

YOUR USE OF THE PLAYBOOK AND ALL CONTENT FORMING PART OF OR RELATED TO THE PLAYBOOK, INCLUDING ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK.  THE PLAYBOOK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  MOVMI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE PLAYBOOK, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.  THE PLAYBOOK DOES NOT CONSTITUTE BUSINESS ADVICE, AND YOUR RELIANCE ON ANY INFORMATION OR MATERIALS PROVIDED BY THE PLAYBOOK IS SOLELY AT YOUR OWN RISK.

 

MOVMI DISCLAIMS ANY WARRANTY THAT THE PLAYBOOK OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLAYBOOK OR THE SERVERS THAT MAKE THE PLAYBOOK AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOUR ACCESS AND USE OF THE PLAYBOOK MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE PLAYBOOK OR OTHER ACTIONS THAT MOVMI, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE.  MOVMI MAKES NO GUARANTEE REGARDING THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE PLAYBOOK.

 

MOVMI IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY MOVMI, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY MOVMI.

 

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLAYBOOK IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOVMI OR THROUGH OR FROM THE PLAYBOOK WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

THE PLAYBOOK IS offered and controlled by MOVMI from its facilities in Canada.  MOVMI makes no representations that THE PLAYBOOK IS appropriate or available for use in other locations. Those who access or use THE PLAYBOOK from other jurisdictions do so at their own volition and are responsible for compliance with local law.

 

Exclusive Remedy and Limitation of Liability

 

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL MOVMI OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE PLAYBOOK, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.  MOVMI’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) USD$6,000; AND (B) THE TOTAL AMOUNTS YOU PAID TO MOVMI IN THE ONE (1) YEAR IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE.  TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, MOVMI’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, MOVMI WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO MOVMI OR THROUGH THE PLAYBOOK. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.

 

movmi will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Playbook.

 

Waiver of Jury Trial and Class Action Rights

 

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE PLAYBOOK AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

 

Limitation of Time

 

You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.

 

Indemnity

You agree to indemnify, defend, and hold harmless movmi, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement or the Playbook, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Playbook, including without limitation your Profile Information; and (b) your violation or alleged violation of this Agreement.  movmi reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify movmi and you agree to cooperate with movmi’s defense of these Claims. You agree not to settle any matter without the prior written consent of movmi.  movmi will use reasonable efforts to notify you of any such Claims upon becoming aware of them.

 

Cancellation and Termination

You may cancel your Account at any time by contacting playbook@movmi.net and requesting your Account be cancelled.  This is the only way to cancel your Account.  Upon cancellation of your Account, you will not be provided with a refund, in whole or in part, for any pre-paid Subscription Fees or Renewal Fees for any months remaining in the Subscription Period or the Renewal Term, as applicable.

 

movmi reserves the right at any time, and without cost, charge or liability, to terminate this Agreement upon written notice to you, upon any failure by you to comply with any of the terms of this Agreement.  movmi reserves the right to modify, suspend or discontinue the Playbook, or any portion thereof, at any time and for any reason, upon written notice to you.

 

Upon termination or expiration of this Agreement for any reason, you must immediately destroy all Materials and all copies and downloads thereof.

 

Miscellaneous

If there is any dispute between you and movmi about or involving this Agreement or the Playbook, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions.

 

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

 

Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre.  The appointing authority will be the British Columbia International Commercial Arbitration Centre.  The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada.  The language of the arbitration will be English.  Notwithstanding the foregoing, movmi may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by movmi through injunctive relief and other equitable remedies without proof of monetary damages.

 

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.

 

You agree that if movmi does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which movmi has the benefit of under any applicable law), this will not be taken to be a formal waiver of movmi’s rights and that those rights or remedies will still be available to movmi.

 

The sections of “Intellectual Property Rights”, “Taxes”, “Confidential Information”, “Disclaimer of Warranties”, “Exclusive Remedy and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.

 

This Agreement is the entire agreement between us related to the subject matter in this Agreement.  This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

 

Contacting movmi

You may contact movmi by email at playbook@movmi.net or by mail at: movmi Shared Transportation Services Inc., 802-700 Chilco Street, Vancouver, British Columbia  V6G 2R1.